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5. Purchase of the Property.
<br />(a) Purchase Price. On the date specified in the Option Notice (which shall not
<br />be earlier than fifteen (15) days after the date of the Option Notice), the Owner shall sell, and the
<br />City shall acquire, the Property for One Dollar ($1.00).
<br />(b) Execution of Grant Deed,. Delivery of Documents; As soon as practicable,
<br />but in no event later than the date specified in the Option Notice for the purchase and sale of the
<br />Property, upon the delivery of the Purchase Price by the City, the Owner shall execute the Grant
<br />Deed, and such other documents reasonably requested by the City to evidence the purchase and
<br />sale of the Property in accordance with this Agreement. The Owner's failure to execute, and deliver
<br />to the City, the Grant Deed, and any other document reasonably requested by the City, by the date
<br />set forth in the Option Notice shall constitute a default under this Agreement. In connection with
<br />the recordation of the Grant Deed in the Official Records, the Owner shall deliver to the City
<br />copies of any design contract(s) for Building F, any construction contract(s) for Building F, all
<br />plans and specifications for development of the Property, all permits and approvals obtained by,
<br />or on behalf, of Owner in connection with the Property, and all applications for permits and
<br />approvals not yet obtained but needed in connection with the Property (collectively, the "Assigned
<br />Development Documents"). The delivery of the Assigned Development Documents shall be
<br />accompanied by an assignment agreement, in form reasonably satisfactory to the City, of the
<br />Owner's right, title and interest in the Assigned Development Documents; provided however, that
<br />any use of the Assigned Development Documents by the City or any other person shall be without
<br />liability of any kind to the Owner, and without any representation or warranty of the Owner or its
<br />employees, as to the quality, validity, or usability of the Assigned Development Documents
<br />(c) Owner Release of Claims. The Owner understands and agrees that the
<br />Option is granted to provide the City a remedy in the event of a default by Greystar in causing the
<br />Owner to Substantially Complete construction of the Replacement Housing Units by the
<br />Replacement Unit Completion Date as required by Section 13.1 of the Purchase Agreement, and
<br />that the Option may only be exercised by the City following such default under the Purchase
<br />Agreement and the expiration of any cure period applicable to such default. Therefore, the Owner
<br />further agrees that the consideration provided by the City to Owner for the Property, pursuant to
<br />this Agreement, as well as the rights granted to the Owner pursuant to the Purchase Agreement, is
<br />in full settlement of all claims the Owner has made or could have made against the City in
<br />connection with or related to the City's acquisition of the Property, including but not limited to,
<br />any amounts for relocation benefits and/or assistance pursuant to Government Code Sections 7260
<br />et seq., loss of goodwill, inverse condemnation, unreasonable precondemnation activities, interest,
<br />costs, and litigation expenses. The Owner shall not be entitled to receive and hereby waives all
<br />rights to receive any compensation, damages, or other amounts by reason of such claims and, as
<br />more particularly set forth below, releases the City from any claim or cause of action for any
<br />damage related to the City's acquisition of the Property in accordance with the terms of this
<br />Agreement. The Owner shall be estopped from asserting such claims against the City. The release
<br />set forth in this Section includes claims of which the Owner is presently unaware or which the
<br />Owner does not presently suspect to exist which, if known by the Owner, would materially affect
<br />the Owner's release of the City. The Owner specifically waives the provision of any statute or
<br />principle of law that provides otherwise. In this connection and to the extent permitted by law, the
<br />Owner agrees, represents and warrants that the Owner realizes and acknowledges that factual
<br />matters now unknown to the Owner may have given or may hereafter give rise to causes of action,
<br />claims, demands, debts, controversies, damages, costs, losses and expenses which are presently
<br />REV: 01-24-2022 SK
<br />ATTY/AGR,2022.011/GS HIP 1304 ECR, LP (Page 4 of 15)
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